Amendment to Microsoft License Agreement for Server Operating System Products



 EXHIBIT 10(q) 
  
 (***) Indicates confidential material that has been omitted pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission. 

					
			
	Amendment Number:	 	2	 	 
			
	Amendment Date:	 	March 1, 2004	 	 
			
	COMPANY Name:	 	STRATUS TECHNOLOGIES, INC.	 	 
			
	MS Agreement Number:	 	5129150080	 	 
			
	Agreement Effective Date:	 	March 1, 2003	 	 

  
 Amendment to
Microsoft License Agreement 
 For Server Operating System Products 
  
 Effective as of the Amendment Date indicated above, each party to the Microsoft License Agreement for Server Products
(“License Agreement”) acknowledges and agrees as follows: 
  

	 	1.	All references to “MS” contained in the BTD and the License Agreement shall refer to Microsoft Licensing, GP, and this License Agreement may be assigned from Microsoft
Licensing, GP to a direct or indirect wholly owned subsidiary of MSCORP. The term “MSCORP Licensing Subsidiaries,” to the extent used in the BTD, shall mean Microsoft Licensing, Inc., Microsoft Licensing, GP and any assignee of Microsoft
Licensing, GP. 

  

	 	2.	The terms “end user”, “customer”, “end user customer”, and “End User Customer” shall mean with respect to each Product, a person, company or
other legal entity that acquires a Customer System for use of such Product in accordance with the applicable EULA. 

  

	 	3.	Section 4 is amended to read as follows: 

  
 “The term of this License Agreement shall run from the License Effective Date until July 31, 2004.” 
  

	 	4.	The SHIPPING AND BILLING ADDRESS SCHEDULE is deleted in its entirety and replaced with the attached SHIPPING AND BILLING ADDRESS SCHEDULE. 

  

	 	5.	The MINIMUM COMMITMENT SCHEDULE is deleted in its entirety and replaced with the attached MINIMUM COMMITMENT SCHEDULE. 

  

	 	6.	The Product Schedule 2—Server Products is deleted in its entirety and replaced with the attached Product Schedule 2—Server Products. 

  
 All capitalized terms shall have the same meanings as defined in the License Agreement. The
terms of this Amendment shall supersede any inconsistent terms contained in the License Agreement. Upon execution by both COMPANY and MS, the License Agreement (including the BTD incorporated therein) together with this amendment, shall constitute
the entire agreement between COMPANY and MS, merging all prior and contemporaneous communications. Except as otherwise expressly provided herein, the License Agreement, as amended hereby, shall not be modified except by a written amendment signed on
behalf of COMPANY and MS by their respective duly authorized representatives. 







 By signing below, each party acknowledges that it has read and understood, and will act in accordance
with, all of the terms set forth in the attached documents. 
  

									
	 MICROSOFT LICENSING, GP
 A general partnership organized under the laws of: State of Nevada, U.S.A.
	 	 	 	 STRATUS TECHNOLOGIES, INC.
 A company organized under the laws of: State of Delaware, U.S.A.

					
	 By:
	 	 /s/    SHARON
COCHRAN        
	 	 	 	By:	 	 /s/    JAMES A.
GARGAN        

	 	 	(signature)	 	 	 	 	 	(signature)
					
	 Name:
	 	 SHARON COCHRAN
	 	 	 	 Name:
	 	 JAMES A. GARGAN

	 	 	(printed)	 	 	 	 	 	(printed)
					
	 Title:
	 	 OEM ACCOUNTING MANAGER
	 	 	 	 Title:
	 	 SVP WORLDWIDE
MARKETING

	 	 	(printed)	 	 	 	 	 	(printed)
					
	 Date:
	 	 April 01, 2004
	 	 	 	 Date:
	 	 3/22/2004


  

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 SHIPPING AND BILLING ADDRESS SCHEDULE 
  

			
		
	COMPANY “Ship To” Address(es):	 	 COMPANY Billing Address:

	 Steve Parker
 Manager, ISV Relations
 STRATUS TECHNOLOGIES, INC.
 111 Powdermill Road
 Maynard, MA 01754
 UNITED STATES
  
 Telephone: 978-461-7595
 Fax: 978-461-3550
 E-mail: steve_parker@stratus.com
	 	 Chris Merritt
 Procurement
 STRATUS TECHNOLOGIES. INC.
 111 Powdermill Road
 Maynard, MA 01754-3409
 UNITED STATES
  
 Telephone: 978-461-7018
 Fax:
978-461-3650
 E-mail: chris.merritt@stratus.com

		
	 Or to such other COMPANY and/or COMPANY Subsidiary address(es) as COMPANY may specify in writing from time to time.
	 	 Or to such other COMPANY address as COMPANY may specify in writing from time to time.


  

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 MINIMUM COMMITMENT SCHEDULE 
  

					
	 Date

	 	 Payment Amount (US$)

	 	 Cumulative Amount of
 Payments for Period (US$)


	 Signing of License Agreement (payment due upon signing)
	 	US$(***)	 	US$(***)
	 March 31, 2003
	 	US$(***)	 	US$(***)
	 June 30, 2003
	 	US$(***)	 	US$(***)
	 September 30, 2003
	 	US$(***)	 	US$(***)
	 December 31, 2003
	 	US$(***)	 	US$(***)
	 March 31, 2004
	 	US$(***)	 	US$(***)
	 July 31, 2004
	 	US$(***)	 	US$(***)
	 Total Minimum Commitment
	 	US$(***)	 	US$(***)

  

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 PRODUCT SCHEDULE -2 
  
 SERVER PRODUCTS 
  
 (Processor Version: Pentium or Itanium, or Comparable) 
  
 PRODUCT TABLE 
  

													
	Product
#

	 	 Product Name
 and Version*

	 	Language
Versions**

	 	 Applicable
 Additional
 Provisions

	 	 Royalty***

	 	 Basis

	 	 Billing
 Type****


	18389	 	 Microsoft® Windows® Server
 2003, 32-bit Enterprise Edition
 (1-8 Processor Version, 25
 CAL
Version)
	 	CS, DE, EN, ES,
FR, HU, IT, JA,
KO, NL, PL, PT,
RU, SV, TR, XC,
XT, ZH	 	 (26), (57), (59), (62),
 (64), (395), (549),
 (550), (599), (659),
 (827), (828), (829),
 (830), (899),
(1001)
	 	US$(***)	 	Per (***)	 	Type (***)
	18473	 	 Microsoft® Windows® Server
 2003, 32-bit Enterprise Edition
 (1-2 Processor Version, 25
 CAL
Version)
	 	DE, EN, ES, FR,
JA, KO, XT, ZH	 	 (26), (57), (59), (62),
 (64), (395), (549),
 (550), (599), (659),
 (827), (828), (829),
 (830), (899), (1001)
	 	US$(***)	 	Per (***)	 	Type (***)
	18917	 	 Microsoft® Windows® Server
 2003, Enterprise Edition for
 64-bit Itanium®-based systems
 (1-8 Processor Version, 25
 CAL Version)
	 	DE, EN, FR, JA	 	 (26), (57), (58), (59),
 (62), (64), (395),
 (549), (550), (659),
 (827), (828), (829),
 (830)
	 	US$(***)	 	Per (***)	 	Type (***)
	13351	 	 Microsoft® Windows® 2000
 Advanced Server (1-8
 Processor, 25 CAL Version)
	 	DE, EN, ES, FR,
JA, KO, XT, ZH	 	 (26), (57), (59), (62),
 (64), (395), (549),
 (550), (659), (724),
 (827), (830), (899),
 (989), 1001)
	 	US$(***)	 	Per (***)	 	Type (***)
	13797	 	 Microsoft® Client Access
 License Pack for
Microsoft®
 Windows® 2000 Server Products (5
 CAL Version)
	 	EN	 	(395), (430), (989)	 	US$(***)	 	Per (***)	 	Type (***)
	18379	 	 Microsoft® Device Access
 License Pack for Windows®
 Server 2003 Products, (5
 Device CAL Version)
	 	EN	 	(395), (831)	 	US$(***)	 	Per (***)	 	Type (***)
	18380	 	 Microsoft® User Client Access
 License Pack for Microsoft®
 Windows® Server 2003
 Products (5 User CAL
Version)
	 	EN	 	(395), (831)	 	US$(***)	 	Per (***)	 	Type (***)



	    **	Language Version Key: Please refer to the Language Version Key in the OEM Resource Guide for explanation of Language Version codes. Localized versions are licensed on an if and as
available basis. 


	  ***	A Product is not licensed hereunder unless royalty rate(s) are indicated in the Product Table and the Product is licensed for one or more Customer System(s) described in the
Customer System section of this License Agreement. 


	****	Billing Type: “Type II” means OEM Report—based on COMPANY royalty reports, “Type I” means Shipment—based on shipments to COMPANY by MS or AR.


  

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 ADDITIONAL PROVISIONS 
  
 (Note: Only those Additional Provisions applicable to licensed Product(s) may appear. Section numbering may not be consecutive.)

  
 (26) COMPANY may install one or more language versions
(listed in the Language Version box above) of Product software with each applicable Customer System provided COMPANY shall; 
  
 (i) use a utility which allows the end user to choose one (1), and only one (1), language version of Product for the Customer System. Any
backup or recovery copy of the Product shall give end users access to install or recover only one (1) language version of the Product; 
  
 (ii) clearly indicate to end users, including without limitation, in advertising and on Customer System packaging that shall be translated
and adapted as necessary for any region to which COMPANY distributes the Product, that end users shall have, access to one (1) language version only; 
  
 (iii) defend MS and MSCORP against, and pay the amount of any final adverse judgment (or settlement to which COMPANY consents) arising
from third party claims or demands resulting from COMPANY’s failure to adequately inform end users receiving multiple language versions that they are not entitled to use more than one (1) language version of the Product; and 
  
 (iv) pay the highest royalty applicable to the language
versions distributed. 
  
 COMPANY may distribute more than one (1) language
version of the APM, excluding any recovery or external media, with the Product; provided that COMPANY has installed such language version on the Customer System. 
  
 (57) In order to support end users of the Product. COMPANY agrees to employ at all times at least one support technician who
has successfully completed, at COMPANY’s expense, the Microsoft Certified Professional program for the licensed version of the Product (or if applicable, for the Windows server operating system component), or if not available, then the
Microsoft Certified Professional program for Windows 2000 server operating systems. 
  
 (58) At present, the EULA for the Product provides for a specified number of Client Access Licenses (“CALs”). The number of CALs determines the maximum number of computers or workstations connected to the
Customer System(s) which may access certain basic network services as described in the EULA. The number of CALs included for the Product is indicated in the Product Table above. 
  
 (59) Though the OPK for the Product may include versions of the Product designed for various microprocessor architectures,
COMPANY is licensed to distribute the Product only with and for use on Customer System(s) based on the microprocessor architecture specified at the top of the Product Schedule. 
  
 (62) (a) If a Customer System(s) is licensed on a per system basis for the Product and for one or more other MS operating
system products, then COMPANY shall pay MS the royalty for the MS operating system product distributed with such Customer System(s), or in the event no MS operating system product is distributed with such Customer System(s), COMPANY shall pay MS the
highest royalty applicable to any licensed language or regional versions of the MS operating system product with the lowest royalty rate(s) that is licensed on a per system basis with such Customer System(s). 
  
 (b) COMPANY may not distribute both the Product and any other MS operating
system product with the same Customer System(s). 
  
 (64) COMPANY
is not licensed to distribute a processor version of the Product on a Customer System that includes more processors than the highest number of processors listed for such version in the Product Table. For purposes of this License Agreement,
“processor” means a physical processor or central processing unit (CPU). 
  

 6 








 (393) COMPANY’s license for the Product is being entered into in connection with (i) a Microsoft
Gold Certified Partner for Support Services Center for Datacenter agreement and/or addendum between COMPANY and MSCORP (“MGSC Datacenter Addendum”) or an equivalent joint support and services program for the Product defined by MSCORP, and
(ii) (A) the Windows 2003 Datacenter Hardware Compatibility Test (“Windows 2003 Datacenter HCT”) specifications or the Enterprise Qualification Program (“EQP”) specifications for Windows Server 2003, Datacenter Edition, or (B)
the Datacenter Hardware Compatibility Test (“Windows 2000 Datacenter HCT”) specifications for Windows 2000 Datacenter Server, as applicable, as made available by MSCORP. 
  
 (394) (a) Notwithstanding anything to the contrary in the License Agreement, COMPANY shall not distribute Updates (as
defined below) to end users of Customer Systems distributed with the Product except pursuant to one or more current and valid Update Subscriptions for the applicable Product as described in this Additional Provision. 
  
 (b) For purposes of this Additional Provision: 
  
 (i) “Distribution Date” shall mean the date the
Product (but excluding an upgrade version of the Product) was distributed by COMPANY to the end user. 
  
 (ii) “Designated System” shall mean a Customer System on which is installed the listed processor version of the referenced
Product or a Combination (as defined in Additional Provision 684), to which one or more Update Subscriptions are designated. 
  
 (iii) “Update Subscription” shall be authorization for COMPANY to distribute Updates to an end user for installation on one (1)
Designated System during the term of the Update Subscription. 
  
 (iv) “Updates” shall mean Supplements and releases for the Product, if and as licensed to COMPANY. 
  
 (c) (i) To be valid and effective, one or more Update Subscriptions for the corresponding processor version of the Product or Combination shall have been
in effect for each month since the Distribution Date. 
  
 (ii) If an Update Subscription is acquired after the Distribution Date, COMPANY also shall report and pay MS Update Subscription royalties for each month from and including the Distribution Date through the date end user first acquires an
Update Subscription for the Designated System. For example, if an Update Subscription is acquired six (6) months after the Distribution Date, COMPANY would report and pay royalties for seven (7) months, i.e., royalties for the current month and the
prior six (6) months. If the Designated System originally was distributed with a lower processor version of the Product or a Combination, and later upgraded to a higher processor version of the Product or a Combination, then royalties for the prior
months shall be calculated based on the Update Subscription(s) for the lower processor version of the referenced Product or Combination. 
  
 (d) During the term of a current and valid Update Subscription: 
  

(i) COMPANY shall distribute Updates to that end user for deployment on one (1) Designated System installed with the corresponding
processor version of the referenced Product or a Combination, provided however, COMPANY may distribute Updates to an end user only if and for so long as COMPANY continues to offer technical support for the Designated System on which the Update will
be deployed. 
  
 (ii) COMPANY shall indicate to
the end user whether the end user’s Designated System would pass (A) the then current Windows 2003 Datacenter HCT or EQP specifications for Windows Server 2003, Datacenter Edition or (B) the then current Windows 2000 Datacenter HCT
specifications for Windows 2000 Datacenter, as applicable, if the Updates are installed. 
  

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 (e) (i) Notwithstanding anything to the contrary in the License Agreement, Updates described in this
Additional Provision may be distributed to end users separate from a Customer System as follows: 
  
 (A) An Update that includes an operational copy of a licensed Product shall be BIOS-locked (applies only to the 32-bit version of the
Product) and distributed only on COMPANY-branded external media or via a COMPANY, restricted access web site. 
  
 (B) An Update that does not include an operational copy of a licensed Product may be BIOS-locked (applies only to the 32-bit version of
the Product) and shall be distributed only on COMPANY branded external media or via a COMPANY, restricted access web site. 
  
 (ii) An Update shall be provided to the end user with the EULA included with the Update as delivered to COMPANY by MS. 
  
 (f) For each Update Subscription, COMPANY shall maintain records by end user
customer, the Product identification number, configuration and acquisition date of the Designated System, and the purchase date of each Update Subscription for the Designated System. COMPANY shall provide such information to MS on a monthly basis.

  
 (g) Notwithstanding anything to the contrary in this
Additional Provision, COMPANY may distribute Updates to an end user of a Customer System installed with a Combination, provided that the total number of processors of such Combination does not exceed the total number of processors of the current and
valid Update Subscription(s) designated to such Customer System. 
  
 (395) MS will provide to COMPANY OEM Sales-Out Reporting Guidelines, which may be revised from time to time during the term of this License Agreement. COMPANY shall provide, on a monthly basis, customer sales reports for the Product
(“Sales-Out Reports”), which shall include all information required by the then current OEM Sales-Out Reporting Guidelines. COMPANY shall take all steps necessary to ensure that COMPANY’s collection and provision of information
contained in the Sales-Out Reports will comply with all applicable national data protection laws. In addition, if an end user customer is an individual, COMPANY shall notify and obtain permission from the end user for transfer and use of information
by MS. If permission is not obtained, COMPANY shall report the name and address for the business organization with which the individual is affiliated (if any), and shall not report such information for the individual. 
  
 (427) (a) Notwithstanding anything to the contrary in this License Agreement,
COMPANY may distribute this Product with a Customer System to be installed at the end user’s location, but only if the following conditions are met: 
  
 (i) the Customer System on which the Product is to be installed passes (A) the then current Windows 2003 Datacenter HCT or EQP
specifications for Windows Server 2003, Datacenter Edition or (B) the then current Windows 2000 Datacenter HCT specifications for Windows 2000 Datacenter, as applicable, as described in Additional Provision (435); 
  
 (ii) the Product is BIOS-locked (applies only to the 32-bit
version of the Product) and provided to the end user on COMPANY-branded external media; 
  
 (iii) the Product is installed only on the Customer System by either (i) a COMPANY technician or (ii) the end user pursuant to
COMPANY’s instructions; and 
  
 (iv) the
Customer System, as installed with the Product, shall be in compliance with all terms and conditions set forth in this License Agreement, including without limitation, carrying the COA sticker for the Product. 
  
 (b) COMPANY also may distribute the Product directly to an existing end user
of a previously distributed Customer System subject to the same conditions as set forth in subsection (a) of this Additional Provision, provided that such Customer System shall have been previously installed and used with validly licensed operating
system software. 
  

 8 








 (428) (a) COMPANY shall ensure that each Customer System (as installed and configured for end user
operation with the Product and all other software and/or hardware installed on the Customer System) meets the specifications set forth in (A) the then current Windows 2003 Datacenter HCT or EQP for Windows Server 2003, Datacenter Edition or (B) the
then current Windows 2000 Datacenter HCT for Windows 2000 Datacenter Server, as applicable, regardless of where the Product was installed. 
  
 (b) (i) Except as described below (or otherwise as permitted in writing by MS), all tools provided by MS to COMPANY in connection with the license for the
Product may be accessed and used only by COMPANY. 
  
 (ii) For the Windows 2000 Datacenter Products Only, the OPKs include a Windows 2000 Datacenter Server checked version of the Product (“Datacenter Checked CD”), a support tool that provides diagnostic and debugging information on
the Windows 2000 Datacenter Product running on a Customer System. If and as specifically approved by MS on a case-by-case basis, COMPANY may provide an end user with individual check files from the Datacenter Checked CD solely to support diagnosis
and debugging of the Windows 2000 Datacenter Product running on the end user’s Customer System. 
  
 (429) (a) For any Product software which may be distributed on external media by COMPANY to end users, such external media, including all locking
technology used by COMPANY thereon, shall comply with specifications as provided in the OEM Resource Guide (applies only to the 32-bit version of the Product), and shall be reproduced only by an Authorized Replicator. 
  
 (b) For any Product software which may be made available by COMPANY to end
users via a COMPANY restricted Web site, COMPANY shall ensure that only the intended end users are able to access and download such software. 
  
 (430) COMPANY may distribute Client Access License Packs for Windows 2000 Server Products only (i) packaged with new Customer Systems distributed with a
Windows 2000 Server Product or (ii) to existing end users of previously distributed Customer Systems on which a Windows 2000 Server Product is installed. 
  
 (435) The Product may only be distributed with or installed on a Customer System that has passed (A) the then current Windows 2003 Datacenter HCT or EQP
for Windows Server 2003, Datacenter Edition or (B) the then current Windows 2000 Datacenter HCT for Windows 2000 Datacenter, as applicable, as follows; 
  
 (a) If a new Customer System (or a new configuration of an existing Customer System) is to be distributed or installed with the then current release of
the Product, that Customer System shall pass (A) the then current Windows 2003 Datacenter HCT or EQP for Windows Server 2003, Datacenter Edition or (B) the then current Windows 2000 Datacenter HCT for Windows 2000 Datacenter, as applicable.

  
 (b) If a new Customer System (or a new configuration of an
existing Customer System) is to be distributed or installed with a prior version of the Product, that Customer System shall pass (A) the most current Windows 2003 Datacenter HCT or EQP for Windows Server 2003, Datacenter Edition or (B) the most
current Windows 2000 Datacenter HCT for Windows 2000 Datacenter Server, as applicable, for that version of the Product (including Service Packs and other Updates). For example, if a new Customer System is to be distributed or installed with a prior
version of the Product including Service Pack 1, that Customer System must pass the most current Datacenter HCT in effect for Service Pack 1. 
  
 (436) COMPANY shall distribute or install Customer Systems with the Product only to or at locations for which COMPANY meets and continues to meet the
requirements set forth in the MGSC Datacenter Addendum (or an alternate joint support and services program defined by MSCORP) as may be modified from time to time. 
  
 (437) (a) “(***)” is the (***) or (***) of at least the (***) units, (***), and (***) resources of a Customer
System into (***) units, such that (***) (a “(***)”) is (***) of (***) of the Product. A Customer System that 

  

 9 








 
contains (***) (“(***) Customer System”) may be installed with (***) than (***) of the Product on (***) and the (***) of (***) of the Product (***)
shall (***) (***) of (***) included in the (***) Customer System. 
  
 (b) COMPANY is not licensed to distribute a processor version of the Product on (***) Customer System (***) the (***) of (***) supporting (***) the Product is (***) the (***) of (***) listed for (***) in the Product table above.

  
 (c) Notwithstanding anything to the contrary in this License
Agreement, if COMPANY distributes the Product installed or to be installed on (***) of a (***) Customer System, COMPANY is not required to (***) than (***) of (***) for the Product with (***) Customer System. 
  
 (438) (a) Except as described in subsection (b) below, COMPANY shall
distribute the Product (***) Customer Systems (***) are (***) of (***) in a (***). Furthermore, the (***) of (***) in the (***) of the Product COMPANY (***) with a Customer System shall (***). 
  
 (b) (i) COMPANY also may (***) the Product with a (***) Customer System that
is (***) of (***) in an (***) or (***). For purposes of this Additional Provision, (***) Customer System shall mean a Customer System that (A) incorporates either redundant or doubly redundant hardware, and which (***) is (***) by having the (***)
in (***) (or (***))(***), and (B) does not (***). 
  
 (ii) For purposes of this subsection (b) only, a (***) Customer System may be (***) or (***) of a (***) or (***) and (***) as a (***) Customer System. For (***) Customer Systems that (***) of (***), (A) COMPANY may (***) than (***) of the
Product for (***) or (***) on (***), (B) the (***) in Additional Provision (***) shall be (***) on the (***) of (***) in the (***), (C) the (***) shall not include (***), and (D) each (***) is (***) of (***) at (***) in an (***) or (***).

  
 (iii) For purposes of (***) the (***) of
(***) in a (***) Customer System, (***) in an (***) or (***) is (***) as (***) and (***) is (***) as (***). 
  
 (439) COMPANY shall offer to end users a “change management” service that would enable periodic upgrades of a Customer System distributed with
the Product to a later, more current Customer System configuration that meets the specifications described in the then current Windows 2003 Datacenter HCT or EQP specifications for Windows Server 2003, Datacenter Edition or the then current Windows
2000 Datacenter HCT specifications for Windows 2000 Datacenter, as applicable, as described in Additional Provision 435. COMPANY may provide Updates to end users only pursuant to a current and valid Update Subscription for the applicable Product,
and may provide Maintenance Updates to end users only pursuant to a current and valid Maintenance Subscription for the applicable Product. 
  
 (549) (a) Except as described in subsection (b) below, COMPANY shall distribute the Product only with Customer Systems (***) of (***) up to, and (***) in
a (***). 
  
 (b) (i) COMPANY also may (***) the Product with a
(***) Customer System that is (***) with and (***) to, and (***), (A) for a (***) in an (***) or (***) or (B) for a (***) in an (***) or (***). For purposes of this Additional Provision, a (***) Customer System shall mean a Customer System that (A)
(***) or (***) and which (***) is (***) by (***) the (***) in (***) (or (***))(***), and (B) does not (***). 
  
 (ii) For purposes of this subsection (b) only, a “(***)” Customer System (***) be a (***) or (***) of (***) of (***) or (***)
and (***) a (***) Customer System. For “(***)” Customer Systems that (***) of (***), (A) COMPANY may preinstall (***) of the Product for (***) or (***) on (***), (B) the (***) described in Additional Provision (***) shall be (***) on the
(***) of (***) in the (***), (C) the (***) shall (***) include (***), and (D) each (***) is (***) of (***) at (***) in (***) or (***). 
  
 (iii) For (***) of (***) the (***) of (***) in a “(***)” Customer System, (***) in an (***) or (***) is (***) and (***) or (***)
is (***) as (***). Notwithstanding the foregoing, in no event shall the Product be 

  

 10 








 
(***) for: (a) use (***) a “(***)” Customer System with (***) in an (***) or (***) for Windows (***), or (b) use in a (***) Customer System (***)
in an (***) or (***) for Windows (***). 
  
 (550) (a)
“(***)” is the (***) or (***) of (***) the (***), and (***) of a Customer System into (***), such that (***) (a “(***)”) is (***) of (***) of the Product. 
  
 (b) A Customer System that (***) (“(***) Customer System”) may be (***) with (***) of the Product on a (***).
COMPANY shall (***) and (***) for (***) of the Product whether the Product is (***) by COMPANY or by an end user customer (if authorized by this License Agreement). COMPANY is responsible for instructing such end user customer that it may install
(***) than (***) of Product for which COMPANY (***). 
  
 (c)
COMPANY is (***) to (***) a (***) of the Product on a (***) Customer System (***) the (***) of (***) a (***) the Product is (***) the (***) of (***) listed for (***) in the Product Table above. 
  
 (d) Notwithstanding anything to the contrary in this License Agreement, if
COMPANY distributes the Product installed or to be installed on (***) of a (***) Customer System, COMPANY is not required to (***) more than (***) of APM for the Product with (***) Customer System. 
  
 (599) Under the terms of the EULA, use of the Product will be limited to the
first thirty (30) days after the end user first launches the Product, unless (i) the end user activates the Product with MSCORP in the manner described in the Product during launch or (ii) COMPANY has used the system locked preinstallation tool (the
“SLP tool”) contained in the OPK to bypass the activation feature of the Product. Unless COMPANY has properly used the SLP tool on both the preinstalled image and recovery media, COMPANY shall provide the following or substantially similar
notice in a clear and conspicuous manner to end users prior to their acquiring the Product (e.g., in advertisements, Customer System packaging or point of purchase materials): 
  
 “Certain Microsoft® software product(s) included with this computer may use technological measures for copy protection. IN SUCH EVENT, YOU
WILL NOT BE ABLE TO USE THE PRODUCT IF YOU DO NOT FULLY COMPLY WITH THE PRODUCT ACTIVATION PROCEDURES. Product activation procedures and Microsoft’s privacy policy will be detailed during initial launch of the product, or upon certain
reinstallation of the software product(s) or reconfigurations of this computer, and may be completed by Internet or telephone (toll charges may apply).” 
  
 COMPANY shall defend MS and MSCORP, and pay the amount of any final adverse judgment (or settlement to which COMPANY consents) arising from third party claims or demands
resulting from COMPANY’s failure to provide the notice as required above. 
  
 (659) In lieu of preinstalling the Product software pursuant to Sections 2(a)(ii)(l) and (2) of this License Agreement, COMPANY may distribute one (1) copy of the Product software on COMPANY-branded external media
(i.e., diskette or CD-ROM) inside the Customer System package for (i) installation by COMPANY on the Customer System at the end user’s location; or (ii) installation by COMPANY’s end user customer on the Customer System pursuant to
COMPANY’s instructions, which shall be consistent with this License Agreement. For the 32-bit version of the Product, COMPANY shall ensure that such copy of the Product software on external media is BIOS-locked in accordance with the
specifications set forth in the OEM Resource Guide. Furthermore, for the 32-bit version of the Windows Server 2003 Product, COMPANY shall ensure that such copy of the Product software on external media also either (i) requires activation or (ii) is
system locked using the SLP tool as described in Additional Provision 599. 
  
 (684) Notwithstanding anything to the contrary in this License Agreement, COMPANY may distribute any combination of different processor versions of the Product (“Combination”) with a Customer System,
provided that the aggregate number of processors included in the Customer System does not exceed the total number of processors for such Combination. With respect to a Partitioned Customer System, COMPANY may distribute 

  

 11 








 
any Combination with a Partitioned Customer System, provided that the aggregate number of processors supporting Partitions running the Product does not
exceed the total number of processors for such Combination. 
  
 (724) COMPANY may pre-populate the Product key on behalf of the end user provided that (i) such Product key matches the unique number provided by MS to COMPANY for COMPANY’s preinstallation of the Product, (ii) the Customer System is
designed to be used without a monitor, keyboard and mouse, and (iii) the Terminal Services Licensing service is not installed, unless this service is installed at the end user customer’s request as part of an Image in accordance with Section
2(h) of this License Agreement. 
  
 (725) If repair or a hardware
upgrade, at the end user site, of a Customer System currently in use with this Product (“Existing Customer System”) would be impracticable for COMPANY, then COMPANY may completely replace the Existing Customer System (with or without
connected peripheral devices) at the end user site with a replacement Customer System (“Replacement Customer System”), provided that: 
  
 (a) COMPANY moves all installed copies of the Product from the Existing Customer System to the Replacement Customer System; 
  
 (b) COMPANY completely removes all installed copies of the
Product from the Existing Customer System; 
  
 (c) The Replacement Customer System passes (A) the same, most current Windows 2003 Datacenter HTC or EQP for Windows Server 2003, Datacenter Edition or (B) the same, most current Windows 2000 Datacenter HCT for Windows 2000 Datacenter, as
applicable, the Existing Customer System passed; 
  
 (d) COMPANY affixes new COA(s) on the Replacement Customer System corresponding to the processor version(s) of the Product moved from the Existing Customer System to the Replacement Customer System and such other processor version(s) of the
Product COMPANY installs on the Replacement Customer System; 
  
 (e) COMPANY pays MS the royalties for the processor version(s) of the Product installed on the Replacement Customer System; and 
  

(f) COMPANY advises the end user of the Replacement Customer System that the term “COMPUTER” in the EULA for the Product
shall mean the Replacement Customer System. 
  
 COMPANY may request a credit for
the COA(s) for the Product affixed to the Existing Customer System, and MS will apply such credit, subject to the terms and conditions of Section 3(g) of the BTD. 
  
 (728) The billing type for this Product is Type (***). MS may change the billing type for this Product to Type (***) upon at
least sixty (60) days prior written notice to COMPANY. Not later than fifteen (15) days after the effective date of the change to Type (***), COMPANY shall provide an inventory report to MS, in the format provided by MS, indicating all COAs for the
Product, if any, received by, and/or in transit to, COMPANY from an AR but which have not been distributed and reported by COMPANY. COMPANY shall pay any royalties due for the Product in accordance with Section 3(b) of the License Agreement.

  
 (729) The Product is designed for use with Windows NT
Workstation Version 4.0 (with Service Pack 6a or later), Server Version 4.0 (with Service Pack 6a or later), Windows NT Server Enterprise Edition Version 4.0 (with Service Pack 6a or later), Windows 2000 Professional, Windows 2000 Server, Windows
2000 Advanced Server, or Windows XP Professional. The Product may not function properly with other operating system products. 
  
 (782) (a) Notwithstanding anything to the contrary in the License Agreement, COMPANY shall not distribute Maintenance Updates (as defined below) to end
users of Customer Systems distributed with the Product (i.e., Windows 2000 Datacenter Server) except pursuant to one or more current and valid Maintenance Subscriptions for the applicable Product as described in this Additional Provision.

  

 12 








 (b) For purposes of this Additional Provision: 
  
 (i) “Distribution Date” shall mean the date the
Product (but excluding an upgrade version of the Product) was distributed by COMPANY to the end user. 
  
 (ii) “Designated System” shall mean a Customer System on which is installed the listed processor version of the referenced
Product or a Combination (as defined in Additional Provision 684), to which one or more Maintenance Subscriptions are designated. 
  
 (iii) “Maintenance Subscription” shall be authorization for COMPANY to distribute Maintenance Updates to an end user for
installation on one (1) Designated System during the term of the Maintenance Subscription. 
  
 (iv) “Maintenance Updates” shall mean Supplements for the Product, if and as licensed to COMPANY. 
  
 (c) (i) To be valid and effective, one or more Maintenance Subscriptions for
the corresponding processor version of the Product or Combination shall have been in effect for each month since the Distribution Date. 
  
 (ii) If a Maintenance Subscription is acquired after the Distribution Date, COMPANY also shall report and pay MS Maintenance Subscription
royalties for each month from and including the Distribution Date through the date end user first acquires a Maintenance Subscription for the Designated System. For example, if a Maintenance Subscription is acquired six (6) months alter the
Distribution Date, COMPANY would report and pay royalties for seven (7) months, i.e., royalties for the current month and the prior six (6) months. If the Designated System originally was distributed with a lower processor version of the Product or
a Combination, and later upgraded to a higher processor version of the Product or a Combination, then royalties for the prior months shall be calculated based on the Maintenance Subscription(s) for the lower processor version of the referenced
Product or Combination. 
  
 (d) During the term of a current and
valid Maintenance Subscription: 
  
 (i) COMPANY
shall distribute Maintenance Updates to that end user for deployment on one (1) Designated System installed with the corresponding processor version of the referenced Product or a Combination, provided however, COMPANY may distribute Maintenance
Updates to an end user only if and for so long as COMPANY continues to offer technical support for the Designated System on which the Maintenance Update will be deployed. 
  
 (ii) COMPANY shall indicate to the end user whether the end user’s Designated System would pass (A) the
then current Windows 2003 Datacenter HCT or EQP specifications for Windows Server 2003, Datacenter Edition or (B) the then current Windows 2000 Datacenter HCT specifications for Windows 2000 Datacenter, as applicable, if the Maintenance Updates are
installed. 
  
 (e) (i) Notwithstanding anything to the contrary in
the License Agreement, Maintenance Updates described in this Additional Provision may be distributed to end users separate from a Customer System as follows: 
  

(A) A Maintenance Update that includes an operational copy of a licensed Product shall be BIOS-locked (applies only to the 32-bit
version of the Product) and distributed only on COMPANY-branded external media or via a COMPANY, restricted access web site. 
  
 (B) A Maintenance Update that does not include an operational copy of a licensed Product may be BIOS-locked (applies only to the 32-bit
version of the Product) and shall be distributed only on COMPANY branded external media or via a COMPANY, restricted access web site. 
  
 (ii) A Maintenance Update shall be provided to the end user with the EULA included with the Maintenance Update as delivered to COMPANY by
MS. 
  
 (f) For each Maintenance Subscription, COMPANY shall
maintain records by end user customer, the Product identification number, configuration and acquisition date of the Designated System, and the purchase 

  

 13 








 
date of each Maintenance Subscription for the Designated System. COMPANY shall provide such information to MS on a monthly basis. 
  
 (g) Notwithstanding anything to the contrary in this Additional Provision,
COMPANY may distribute Maintenance Updates to an end user of a Customer System installed with a Combination, provided that the total number of processors of such Combination does not exceed the total number of processors of the current and valid
Maintenance Subscription(s) designated to such Customer System. 
  
 (827) The OPK for the Product includes Customer Support Diagnostics Tools (“CSD”), which provide diagnostic and debugging information on the Product running on a Customer System. COMPANY may (i) install CSD as part of the Product,
(ii) distribute CSD on external media inside the Customer System package, or (iii) provide CSD on external media to an existing end user of a Customer System installed with the Product. COMPANY may distribute not more than one (1) copy of CSD) for
each copy of the Product distributed. CSD on external media shall be reproduced only by an AR. 
  
 (828) The OPK for the Product includes Windows Systems Resource Manager (“WSRM”), which enables resource administration of the Product. COMPANY may (i) install WSRM as part of the Product, (ii) distribute
WSRM on external media inside the Customer System package, or (iii) provide WSRM on external media to an existing end user of a Customer System installed with the Product. COMPANY may distribute not more than one (1) copy of WSRM for each copy of
the Product distributed. WSRM on external media shall be reproduced only by an AR. 
  
 (829) This Product includes the number of Client Access Licenses (“CALs”) indicated in the Product Table above. 
  
 (830) (a) COMPANY may grant an end user who acquires a new, COMPANY-branded Customer System distributed with a version of this Product that has been
updated to include one or more Supplements or is a custom image (“New Product”) the right to install and use a copy of the New Product on its previously acquired, COMPANY-branded Customer System(s) installed with an earlier or version of
this Product, pursuant to the addendum to the EULA provided below. If COMPANY elects to grant such rights, COMPANY shall complete and deliver the following addendum to the EULA for the New Product to such end user: 
  
 Addendum to the End User License Agreement for <<COMPANY to fill
in full name of the New Product>> (“EULA”) 
  
 This addendum (“Addendum”) provides additional rights with respect to the Server Software portion of the software product identified above as licensed to you by Manufacturer. By installing, copying or otherwise using the Server
Software as described below, you agree to be bound by the terms set forth below. If you do not agree to be bound by these terms, you may not install the Server Software as described below. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the EULA. 
  
 ADDITIONAL RIGHTS. In
addition to the rights and restrictions stated in the EULA, Manufacturer grants you the following rights; 
  
 You may install, use, access, display and run one copy of the Server Software on each of your existing <<COMPANY to fill out Customer System model
name/number>> servers (each an “Other Server”) in lieu of the copy of <<COMPANY to fill out full name of the Product>> you acquired with the Other Server (“Other Copy”), provided that (i) the Other Server
carries Manufacturer’s brand name, (ii) the Other Copy is validly licensed to you with the Other Server under an end user license agreement between you and Manufacturer and (iii) you remove the Other Copy from the Other Server. Your use of the
Server Software on the Other Server is subject to the terms of the EULA. 
  

 14 








 (b) COMPANY shall keep records relating to the number of licenses granted under subsection (a) above.
COMPANY shall provide such records to MS upon MS’ request. 
 (831) COMPANY may distribute Client Access License Packs for Windows Server
2003 Products only (i) packaged with new Customer Systems distributed with a Windows Server 2003 Product or (ii) to existing end users of previously distributed Customer Systems on which a Windows Server 2003 Product is installed. 
 (832) (a) If an end user customer of a Customer System previously distributed with this Product is exercising its “Use of Previous Version of the
Software” right granted in the EULA for this Product and such end user customer has accepted the terms of such EULA, then, upon such end user customer’s request, COMPANY may distribute directly to such end user customer one (1) copy of the
corresponding processor version(s) of Windows 2000 Datacenter Server on external media, provided (i) COMPANY is licensed for such processor version(s) and release of Windows 2000 Datacenter Server, (ii) COMPANY has certified the use of Windows 2000
Datacenter Server on such end user customer’s Customer System, (iii) COMPANY acquires a non-royalty bearing COA for the applicable processor version(s) of Windows 2000 Datacenter Server in accordance with the instructions set forth in the
product information section of Microsoft OEM Online, and ensures that Such COA is affixed to the end user customer’s Customer System, and (iv) the copy of Windows 2000 Datacenter Server is BIOS-locked. No royalty shall accrue for copies of
Windows 2000 Datacenter so distributed, provided that COMPANY distributes such copies of Windows 2000 Datacenter at no charge except for reasonable shipping and handling charges. 
  
 (b) If an end user customer of a Customer System previously distributed with the 32-bit or 64-bit version of this Product
requests COMPANY to provide pursuant to the EULA for this Product the 32-bit or 64-bit version of the Product, as applicable, which the end user customer did not initially receive, then, upon such end user customer’s request, COMPANY may
distribute directly to such end user customer one (1) copy of the 32-bit or 64-bit version of this Product, as applicable, on external media, provided (i) COMPANY is licensed for the applicable version of the Product, (ii) COMPANY has certified the
use of the applicable version of the Product on such end user customer’s Customer System, (iii) COMPANY acquires a non-royalty bearing COA for the applicable version of the Product in accordance with the instructions set forth in the product
information section of Microsoft OEM Online, and ensures that such COA is affixed to the end user customer’s Customer System, and (iv) the copy of this Product is BIOS-locked. No royalty shall accrue for copies of the Product so distributed,
provided that COMPANY distributes such copies of the Product at no charge except for reasonable shipping and handling charges. 
  
 (834) Notwithstanding anything in the License Agreement to the contrary, COMPANY may distribute the Product as an Update pursuant to a current and valid
Update Subscription directly to a licensed end user of the corresponding processor version(s) of Windows 2000 Datacenter Server at zero dollar ($0.00) royalty, provided that COMPANY (i) complies with the instructions for such distribution set forth
on Microsoft OEM Online, (ii) acquires a non-royalty bearing COA for the Product in accordance with the instructions set forth on Microsoft OEM Online, and ensures that such COA is affixed to the end user customer’s Customer System and (iii)
distributes such copies of the Product at no charge except for reasonable shipping and handling charges. 
  
 (874) (a) COMPANY shall distribute the Product only with (***) Customer Systems that is (***) with and (***), and (***) in an (***). For purposes of the
Additional Provision, a (***) Customer System shall mean a Customer System that (A) (***) and which (***) is (***) by (***) the (***) in (***) (or (***)), (***) and (B) does not (***). For purposes of this subsection (a) only, a (***) Customer
System may be (***) or (***) of a (***) of (***) or (***) and (***) as a (***) Customer System. 
  
 (b) For (***) Customer Systems that (***) of (***) the following shall apply; (1) COMPANY may (***) of the Product for (***) or (***) on (***), (2) the
(***) shall not include (***), (3) the (***) in Additional Provision (***) shall be (***) on the (***) of (***) in the (***). For purposes of (***) the (***) of (***) in a (***) Customer System, (***) in an (***) or (***) is (***) as (***) and (***)
or (***) is (***), and (4) each (***) must be (***) of (***) a (***) in an (***) or (***). 
  

 15 








 (899) The Traditional Chinese language version for Hong Kong (B3) of this Product may not be directly or
indirectly distributed within the geographical boundaries of Taiwan. The Traditional Chinese language version (ZH) of this Product may not be directly or indirectly distributed within the geographical boundaries of the People’s Republic of
China (including Hong Kong and Macau). COMPANY shall advise its dealers, distributors and others in its distribution channels of such distribution limitations. 
  

(989) COMPANY’s license to preinstall, copy and/or distribute this Product shall expire on the earlier of (i) October 31, 2004, or (ii) the
expiration or termination of this License Agreement. 
  
 (1001)
Effective May 1, 2004, the billing basis shall change from Per (***) to Per (***), and the associated royalty change shall apply as of such date. 
  
 CUSTOMER SYSTEM(s) DEFINITION 
  
 COMPANY’s Customer System(s) shall be the assembled computer systems that (i) are described in the table below, (ii) are capable of (A) running a
copy of the Product software, (B) processing input, (C) displaying (locally or remotely) the Product user interface, and (iii) include at least a central processing unit, a motherboard, and memory. For each Product which COMPANY chooses to license
for distribution with the listed Customer System(s), the letter “s” or “c” in the relevant box indicates whether COMPANY is licensing the Product on a “per system” or “per copy” basis, respectively. New models
may be added by agreement of the parties. 
  
 At COMPANY’s
option, for purposes of administrative convenience, COMPANY may designate models by model line or series, (e.g., “Jaguar model line”, “Jaguar Pro series”, “Jaguar Pro 750 model line”, “Jaguar Pro 950 series”).
Customer System(s) defined by model line or series shall include all present models which include the designated model line or series name, (e.g., “Jaguar Pro model line” includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S; “Jaguar
series” includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400; “Jaguar Pro 950 series” includes Jaguar Pro 950, Jaguar Pro 955). 
  
 COMPANY AND COMPANY SUBSIDIARIES BRAND NAMES AND TRADEMARKS 
  

If COMPANY Customer System(s) are marketed or distributed under COMPANY’s or COMPANY Subsidiaries’ brand names and trademarks, which do
not include COMPANY’s name, those brand names and trademarks must be listed below. 
  
 Brand Name & Trademarks 
 Stratus, ftServer 
  
 Product Number Key: 
  

			
	Product Number

	  	 Product Name and Version


	18389	  	Microsoft® Windows® Server
2003, 32-bit Enterprise Edition (1-8 Processor Version, 25 CAL Version)
	18473	  	Microsoft® Windows® Server
2003, 32-bit Enterprise Edition (1-2 Processor Version, 25 CAL Version)
	18917	  	Microsoft® Windows® Server
2003, Enterprise Edition for 64-bit Itanium®-based
systems (1-8 Processor Version, 25 CAL Version)
	13351	  	Microsoft® Windows® 2000
Advanced Server (1-8 Processor, 25 CAL Version)
	13797	  	Microsoft® Client Access License Pack for Microsoft® Windows® 2000 Server
Products (5 CAL Version)

  

 16 









			
	Product Number

	  	 Product Name and Version


	18379	  	Microsoft® Device Access License Pack for Windows® Server 2003 Products (5 Device CAL Version)
	18380	  	Microsoft® User Client Access License Pack for Microsoft® Windows® Server 2003
Products (5 User CAL Version)

  
 Royalty Basis
Key: C = per copy; S = per system; if Product box is blank in the Customer System(s) Table below, such Product is not licensed for distribution with the listed Customer System(s). 
  
 CUSTOMER SYSTEM(S) TABLE 
  

																	
	 Model
Name/Model
Number

	  	 Processor

	  	 18389

	  	 18473

	  	 18917

	  	 13351

	  	 13797

	  	 18379

	  	 18380


	 ftServer
	  	 PENTIUM III OR COMPARABLE
	  	(***)	  	(***)	  	(***)	  	(***)	  	(***)	  	(***)	  	(***)

  
 COMPANY represents and
warrants that the names and numbers indicated in the Model Name or Model Number column in the table above accurately denote the actual designation used by COMPANY to identify the listed models (on the Customer System(s) case and in COMPANY’s
internal books and records). 
  

 17